SCHEDULE
A - List of UnderwritersSCHEDULE B - General Use Free Writing
ProspectusSCHEDULE C - Pricing TermsSCHEDULE D - List of Persons to Enter
into Lock-Up AgreementsEXHIBIT A - Form of Legal Opinion
of Company CounselEXHIBIT B - Form of Lock-Up
Agreement

Introduction.
Phase Forward Incorporated, a Delaware corporation (the “Company”),
proposes to issue and sell to the several underwriters named in Schedule A
hereto (the “Underwriters”) an aggregate of 5,500,000
shares of the Common Stock, par
value $0.01 per share, of the Company (the “Firm Shares”).

The Company also
proposes to issue and sell to the several Underwriters up to an additional
825,000 shares of its Common Stock, par value $0.01 per share (the “Additional Shares”), if and to the extent that you shall
have determined to exercise, on behalf of the Underwriters, the right to
purchase such shares of common stock granted to the Underwriters in
Section 3 hereof. The Firm Shares
and the Additional Shares are hereinafter collectively referred to as the “Shares”. The shares
of Common Stock, par value $0.01 per share, of the Company to be outstanding
after giving effect to the sales contemplated hereby are hereinafter referred
to as the “Common Stock”. Thomas Weisel Partners LLC (“Thomas Weisel Partners”), UBS Securities LLC, Piper Jaffray
& Co., Craig-Hallum Capital Group LLC and Pacific Crest Securities Inc.
have agreed to act as representatives of the several Underwriters (in such
capacity, the “Representatives”) in connection with the offering and
sale of the Shares.

1. Representations and Warranties of the Company. The Companyrepresents
and warrants to and agrees with each of the Underwriters that:

1.1. Effective Registration Statement. A registration statement on Form S-3 (File
No. 333-142328) (including all pre-effective amendments thereto and all
post-effective amendments thereto filed prior to the execution and delivery of
this Agreement, the “Initial Registration
Statement”) in respect of the Shares has been filed with the
Securities and Exchange Commission (the “Commission”)
pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The
Company meets the requirements for use of Form S-3 under the Securities Act and
the rules and regulations of the Commission thereunder. The Initial Registration Statement and any
post-effective amendment thereto, each in the form (excluding exhibits)
heretofore delivered to you for your benefit and the benefit of the other Underwriters,
have been declared effective by the Commission in such form. Other than a registration statement, if any,
increasing the size of the offering (a “Rule 462(b) Registration
Statement”), filed pursuant to Rule 462(b) under the Securities Act,
which became effective upon filing, the Preliminary Prospectus (as defined
below) and the Prospectus (as defined below) contemplated hereby to be filed
pursuant to Rule 424(b) under the Securities Act in accordance with Section 4.2
hereof, no other document with respect to the Initial

Registration
Statement has heretofore been filed with the Commission or distributed. For purposes of this Agreement: the base
prospectus included in the Initial Registration Statement at the time of
effectiveness thereof (the “Base Prospectus”),
as supplemented by the preliminary prospectus supplement filed with the
Commission on May 9, 2007 is referred to as the “Preliminary
Prospectus”; the Base Prospectus, as supplemented by the final
prospectus supplement relating to the offer and sale of the Shares, in the form
filed pursuant to and within the time limits described in Rule 424(b) under the
Securities Act is referred to as the “Prospectus”; “the
various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, in each case including all exhibits thereto and
including the information contained in the Prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act and deemed by virtue of Rules
430A and 430B under the Securities Act to be part of the Initial Registration
Statement at the time it became effective are hereinafter collectively called
the “Registration Statements” any reference
herein to any Registration Statement, the Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein as of the effective date of such Registration Statement or
the date of the Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to the Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed after
the date of the Preliminary Prospectus or the Prospectus under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
and incorporated by reference in the Preliminary Prospectus or Prospectus, as
the case may be; the Preliminary Prospectus relating to the Shares that was
included in the Registration Statements immediately prior to the Applicable
Time (as defined in Section 1.3 hereof), including any document incorporated by
reference therein is hereinafter called the “Pricing
Prospectus”; any “issuer free writing prospectus” as defined in Rule
433 under the Securities Act relating to the Shares in the form filed or required
to be filed with the Commission or, if not required to be filed, in the form
retained in the Company’s records pursuant to Rule 433(g) under the Securities
Act, is hereinafter called an “Issuer Free Writing
Prospectus”; any Issuer Free Writing Prospectus that is identified
on Schedule B to this Agreement is hereinafter called a “General Use Free Writing Prospectus”; and any Issuer Free
Writing Prospectus that is not a General Use Free Writing Prospectus is
hereinafter called a “Limited Use Free Writing Prospectus.”

1.2. No Stop Orders.
No stop order suspending the effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or the Rule 462(b) Registration
Statement, if any, has been issued and no proceeding for that purpose or
pursuant to Section 8A of the Securities Act has been initiated or threatened
by the Commission. No order preventing
or suspending the use of the Preliminary Prospectus, any Issuer Free Writing
Prospectus or the Prospectus has been issued by the Commission, and no
proceeding for that purpose or pursuant to Section 8A of the Securities Act has
been instituted or threatened by the Commission.

1.3. Contents and Compliance of Certain Offering Documents. For the purposes of this Agreement, the “Applicable Time” is 5:00 p.m. (Eastern time) on the date of
this Agreement. As of the Applicable
Time, the Closing Date and, if applicable, the Option Closing Date neither (i)
the General Use Free Writing Prospectus(es) issued at or prior to the
Applicable Time, the Pricing Prospectus and the information included on Schedule
C hereto, all considered together (collectively, the “General
Disclosure Package”), nor (ii) any individual Limited Use Free
Writing Prospectus, when considered together with the General Disclosure
Package, included or will include any untrue statement of a material fact or
omitted or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and the Preliminary Prospectus, at the time of filing
thereof, conformed in all material respects to the requirements of the
Securities Act and the rules and regulations of the Commission thereunder, and
did not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to

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statements
or omissions made in an Issuer Free Writing Prospectus or the Preliminary
Prospectus in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through Thomas Weisel Partners
specifically for use therein, which information the parties hereto agree is
limited to the information listed in Section 21 hereof.

1.4. Registration Statements and Prospectus Contents and
Compliance. At the respective times
the Registration Statements and any amendments thereto became or become effective,
at the date of this Agreement, at the Closing Date and, if applicable, at the
Option Closing Date, each Registration Statement and any amendments thereto
conformed and will conform in all material respects to the requirements of the
Securities Act and the rules and regulations of the Commission thereunder and
did not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading. The
Prospectus and any amendments or supplements thereto, at time the Prospectus or
any amendment or supplement thereto was issued, at the Closing Date and, if
applicable, the Option Closing Date, conformed and will conform in all material
respects to the requirements of the Securities Act and the rules and
regulations of the Commission thereunder and did not and will not contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to statements or omissions made in
a Registration Statement, any amendment thereto, the Prospectus or amendment or
supplement thereto in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through Thomas Weisel
Partners specifically for use therein, which information the parties hereto
agree is limited to the information listed in Section 21 hereof. The Prospectus contains all required
information under the Securities Act and the rules and regulations of the
Commission thereunder with respect to the Shares and the distribution of the
Shares.

1.5. Issuer Free Writing Prospectuses Contents and Compliance. Each Issuer Free Writing Prospectus, as of
its issue date, at the Closing Date and, if applicable, at the Option Closing
Date (unless, in each case, the Company
notified or notifies the Underwriters otherwise as described in Section 4.6),
did not and will not include any information that conflicted or will conflict
with the information contained in the Registration Statements, the Pricing
Prospectus or the Prospectus, including any document incorporated by reference
therein, or include or will include an untrue statement of a material fact or
omit or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at such time,
not misleading; provided, however, that this representation and warranty shall
not apply to statements or omissions made in any Issuer Free Writing Prospectus
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter through Thomas Weisel Partners specifically for use
therein, which information the parties hereto agree is limited to the
information listed in Section 21 hereof.

1.6. Documents Incorporated by Reference. The documents incorporated by reference in
the General Disclosure Package or the Prospectus, when they became effective or
were filed with the Commission, as the case may be, conformed in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and none
of such documents contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading; and any further documents so filed and
incorporated by reference in the General Disclosure Package or the Prospectus,
when such documents become effective or are filed with Commission, as the case
may be, will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain any untrue
statement of a material fact or

3

omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading.

1.7. No Offering of Shares by Other Means. The Company has not, directly or indirectly,
distributed and will not distribute any offering material in connection with
the offering and sale of the Shares other than the Preliminary Prospectus, the
Prospectus and other materials, if any, permitted under the Securities Act and
consistent with Section 4.4 hereof.

1.8. Ineligible Issuer.
The Company is not an “ineligible issuer” (as defined in Rule 405 under
the Securities Act) as of the eligibility determination date for purposes of
Rules 164 and 433 under the Securities Act with respect to the offering of the
Shares contemplated hereby.

1.9. Due Incorporation.
The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own, lease and operate
its property and to conduct its business as described in the General Disclosure
Package and the Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or its
ownership, leasing or operation of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing would
not have, individually or in the aggregate, a material adverse effect on the
Company and its subsidiaries, taken as a whole.

1.10. Subsidiaries.
Each subsidiary of the Company has been duly incorporated, is validly
existing as a corporation or other legal entity in good standing (or the
foreign equivalent thereof) under the laws of the jurisdiction of its
incorporation or organization, has the power and authority to own, lease and
operate its property and to conduct its business as described in the General
Disclosure Package and the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership, leasing or operation of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing
would not have, individually or in the aggregate, a material adverse effect on
the Company and its subsidiaries, taken as a whole. Except as otherwise required by law, all of
the issued shares of capital stock or other equity interests of each subsidiary
of the Company have been duly and validly authorized and issued, are fully paid
and non-assessable and are owned directly by the Company or through its wholly owned
subsidiaries, free and clear of all liens, encumbrances, equities or
claims. There is no outstanding option,
right or agreement of any kind relating to the issuance, sale or transfer of
any capital stock or other equity securities of any of the Company’s
subsidiaries to any person or entity except the Company, and none of the
outstanding shares of capital stock of any subsidiary of the Company was issued
in violation of the preemptive or similar rights of any securityholder of such
subsidiary. Except for such
subsidiaries, the Company owns no beneficial interest, directly or indirectly,
in any corporation, partnership, joint venture or other business entity. None of the Company’s subsidiaries is, with
respect to the Company, a “significant subsidiary” within the meaning of Rule
1-02(w) of Regulation S-X under the Exchange Act.

1.11. Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by the Company, and is a valid and binding agreement of
the Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law and except as the
enforcement hereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.

1.12. Description of Capital Stock. The authorized capital stock of the Company
conforms as to legal matters to the description thereof contained in the
General Disclosure Package and the Prospectus.

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1.13. Authorized Stock.
The shares of the Company’s Common Stock, par value $0.01 per share,outstanding prior to the issuance of the Shares to be sold
by the Company have been duly authorized and are validly issued, fully paid and
non-assessable.

1.14. Validly Issued Shares; Corporate Action. The Shares to
be sold by the Company have been duly authorized and, when issued and delivered
in accordance with the terms of this Agreement, will be validly issued, fully
paid and non-assessable, and will be issued in compliance with all
applicable laws (including, but not limited to, federal and state securities
laws). The issuance of such Shares will
not be subject to any preemptive right, right of first refusal, subscription
right or similar rights which has not been validly waived. Except as disclosed in the General Disclosure
Package and the Prospectus, there are no outstanding (i) securities or
obligations of the Company convertible into or exchangeable for any capital
stock of the Company; (ii) warrants, rights or options to subscribe for or
purchase from the Company any such capital stock or any such convertible or
exchangeable securities or obligations; (iii) obligations of the Company to
issue any shares of capital stock, any such convertible or exchangeable
securities or obligation, or any such warrants, rights or options; or (iv)
contractual obligation of the Company to repurchase, redeem or otherwise
acquire any shares of capital stock of the Company or to provide funds to make
any investment in any other person or entity.
None of the Company’s outstanding capital stock was issued in violation
of any preemptive rights, rights of first refusal or similar rights. All other corporate action (including those
of stockholders) necessary for the Company to consummate the transactions
contemplated in this Agreement have been obtained and are in effect.

1.15. No Conflict.
The execution and delivery by the Company of, and the performance by the
Company of its obligations under, this Agreement will not contravene any
provision of applicable law or the certificateof
incorporation or by-laws of the Company or (with or without notice or
lapse of time or both) any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except such
as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.

1.16. No Material Adverse Change. There has not occurred any material adverse
change, or any development that could be reasonably expected to result in a
material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as
a whole, from that set forth in the General Disclosure Package and the
Prospectus (exclusive of any amendments or supplements thereto subsequent to
the date of this Agreement).

1.17. Legal Proceedings; Exhibits; Agreements. There are no
legal or governmental proceedings pending or, to the best knowledge of the
Company, threatened to which the Company or any of its subsidiaries is a party
or to which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statements, the
General Disclosure Package, the Prospectus or a document incorporated in any
such document and are not so described or any statutes, regulations, contracts
or other documents that are required to be described in the Registration
Statements, the General Disclosure Package, the Prospectus or a document
incorporated in any such document or to be filed as exhibits to the
Registration Statements that are not described or filed as required.

1.18. Not an Investment Company. The Company is not and, after giving effect
to the offering and sale of the Shares and the application of the proceeds
thereof as described in the General

5

Disclosure
Package and the Prospectus, will not be an “investment company” or an entity
controlled by an “investment company” as such terms are defined in the
Investment Company Act of 1940, as amended.

1.19. Compliance with Environmental Laws. The Company and its subsidiaries (i) are
in compliance with any and all applicable foreign, federal, state and local
laws, orders, rules, regulations, directives, decrees and judgments relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals would not have, individually or in the
aggregate, a material adverse effect on the Company and its subsidiaries, taken
as a whole.

1.20. No Environmental Costs. There are no costs or liabilities associated
with Environmental Laws (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties) which would have, individually or in the aggregate, a material
adverse effect on the Company and its subsidiaries, taken as a whole.

1.21. No Registration Rights. There are no contracts, agreements or
understandings between the Company and any person or entity granting such
person or entity the right, contractually or otherwise, to require the Company
to file a registration statement under the Securities Act with respect to any
securities of the Company or to require the Company to include such securities
with the Shares registered pursuant to the Registration Statements other than
as described in the General Disclosure Package and the Prospectus and as have
been waived in writing in connection with the offering contemplated hereby.

1.22. Absence of Material Charges. Since December 31, 2006, (i) the Company
and its subsidiaries have not incurred any material liability or obligation,
direct or contingent, nor entered into any material transaction not in the
ordinary course of business; (ii) neither the Company nor its subsidiaries
has purchased any of the Company’s outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on the Company’s
capital stock; and (iii) there has not been any material change in the capital
stock, short-term debt or long-term debt of the Company or any of its
subsidiaries, except in each case as described in the General Disclosure
Package.

1.23. Good Title to Properties. The Company and its subsidiaries do not own any
real property. The Company and its
subsidiaries have good and marketable title to all personal property owned by
them which is material to the business of the Company and its subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as
are described in the General Disclosure Package and the Prospectus or such as
do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and its subsidiaries;
and any real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company and its
subsidiaries.

1.24. Intellectual Property Rights. The Company and its subsidiaries own or
possess, or can acquire on commercially reasonable terms, legally enforceable
rights to use all trademarks, service marks, trade names, domain names,
copyrights, patents, inventions, know how (including trade secrets and

6

other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), computer software, and other intellectual property rights (“Intellectual Property”) as are necessary
for the conduct of their respective businesses as described in the General
Disclosure Package and the Prospectus, except where failure to own, possess or
acquire such rights would not have, individually or in the aggregate, a
material adverse effect on the Company and its subsidiaries, taken as a
whole. Except as described in the
General Disclosure Package, (i) to the knowledge of the Company, there is no
infringement, misappropriation or violation by third parties of any such
Intellectual Property; (ii) there is no pending or, to the knowledge of the
Company, threatened action, suit, proceeding or claim by others challenging the
Company’s or any of its subsidiaries’ rights in or to any such Intellectual
Property; (iii) the Intellectual Property owned by the Company and its
subsidiaries and to the knowledge of the Company, the Intellectual Property
licensed to the Company and its subsidiaries has not been adjudged invalid or
unenforceable, in whole or in part, and there is no pending or threatened
action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property; (iv) there is no pending or, to the
knowledge of the Company, threatened action, suit, proceeding or claim by
others against the Company or any of its subsidiaries that the Company or any
of its subsidiaries infringes, misappropriates or otherwise violates any
Intellectual Property or other proprietary rights of others, and neither the Company
nor any of its subsidiaries has received any written notice of such claim; and
(v) to the Company’s knowledge, no employee of the Company or any of its
subsidiaries is the subject of any claim or proceeding involving a violation of
any term of any employment contract, patent disclosure agreement, invention
assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former
employer where the basis of such violation relates to such employee’s
employment with the Company or any of the Company’s subsidiaries or actions
undertaken by the employee while employed with the Company or any of the
Company’s subsidiaries, except, in each case, for any instances which would not
have, individually or in the aggregate, a material adverse effect on the
Company and its subsidiaries, taken as a whole.

1.25. No Labor Disputes.
No material labor dispute with the employees of the Company or any of
its subsidiaries exists, or, to the knowledge of the Company, is imminent; and
the Company is not aware of any existing, threatened or imminent labor
disturbance by the employees of any of its principal suppliers, manufacturers
or contractors that could have, individually or in the aggregate, a material
adverse effect on the Company and its subsidiaries, taken as a whole.

1.26. Insurance. The
Company and its subsidiaries are insured by the insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which they are engaged. All policies insuring the Company or any of
its subsidiaries are in full force and effect and the Company and its
subsidiaries, as applicable, are in compliance with the terms of such policies in
all material respects. Neither the
Company nor any of its subsidiaries has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business at a cost that would not have, individually or in the
aggregate, a material adverse effect on the Company and its subsidiaries, taken
as a whole.

1.27. Governmental Permits.
The Company and its subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, except
where the failure to possess any such certificate, authorization or permit would
not have, individually or in the aggregate, a material adverse effect on the
Company and its subsidiaries, taken as a whole, and neither the Company nor any
of its subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

7

1.28. Compliance with Laws; No Violations. The Company and each of its subsidiaries is
conducting their respective businesses in compliance with applicable federal,
state, local and foreign laws, rules and regulations, except where the failure
to be so in compliance would not have, individually or in the aggregate, a
material adverse effect on the Company and its subsidiaries, taken as a
whole. The Company and its subsidiaries
are not in breach of, or in default (nor has any event occurred which with notice,
lapse of time, or both would result in any breach of, or constitute a default)
(i) under their respective certificates of incorporation or by-laws (or
analogous governing instruments) or (ii) in the performance or observance of
any obligation, agreement, covenant or condition contained in any license,
indenture, mortgage, deed of trust, bank loan or credit agreement or other
evidence of indebtedness, or any lease, contract or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which they or any of their respective properties are bound, except for any such
breach or default which would not have, individually or in the aggregate, a
material adverse effect on the Company and its subsidiaries, taken as a whole.

1.29. Internal Accounting Controls. The Company maintains a system of internal
accounting controls with regard to the Company and its subsidiaries which is
sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; (iii) access to assets is
permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

1.30. Disclosure Controls and Procedures. (i) The Company is not aware of (A) any
significant deficiency in the design or operation of its internal controls
which could adversely affect the Company’s or any of its subsidiaries’ ability
to record, process, summarize and report financial data or any material
weaknesses in its internal controls; or (B) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company’s or any of its subsidiaries’ internal controls; and (ii) since
December 31, 2006, there have been no significant changes in the Company’s
internal controls or in other factors that could significantly affect the
Company’s internal controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

1.31. Auditor Independence.
Ernst & Young LLP, which has expressed its opinion with respect to
the financial statements for the years ended December 31, 2004, 2005 and 2006
(and notes relating thereto), which are incorporated by reference into the
Registration Statements, the Pricing Prospectus, the Prospectus and documents
incorporated by reference into such documents, is an independent public
accounting firm within the meaning of the Securities Act and the rules and
regulations of the Commission, thereunder and, to the knowledge of the Company,
such accountants are not in violation of the auditor independence requirements
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (collectively, the “Sarbanes-Oxley Act”)
with regard to such accountant’s engagement by the Company.

1.32. Audit Committee.
The Company maintains an audit committee that meets the listing
standards imposed by the Nasdaq Global Market for companies whose stock is
approved for quotation in that market, the Securities Act, the Exchange Act and
the rules and regulations of the Commission under the Securities Act and the
Exchange Act. The members of such audit
committee are independent of the Company to the extent required by such listing
standards, the Securities Act, the Exchange Act and the rules and regulations
of the Commission under the Securities Act and the Exchange Act.

8

1.33. Financial Statements.
The consolidated financial statements of the Company included or
incorporated by reference in the General Disclosure Package, the Prospectus and
in each Registration Statement, together with related notes, present fairly in
all material respects the financial position of the Company and its subsidiaries
as of the dates indicated and the results of operations, stockholders’ equity,
and cash flows of the Company and its subsidiaries for the periods
specified. Such financial statements
have been prepared in conformity with generally accepted accounting principles
as applied in the United States and on a consistent basis during the periods
involved. The financial statement
schedules included or incorporated by reference in the General Disclosure
Package, the Prospectus and in each Registration Statement fairly present in
all material respects the information required to be shown therein. The selected financial data and the summary
financial information included or incorporated by reference in the General Disclosure
Package, the Prospectus and in each Registration Statement present fairly the
information shown therein and have been compiled on a basis consistent with
that of the audited financial statements included or incorporated by reference
in the Registration Statements, the Pricing Prospectus and the Prospectus. There is no pro forma or as adjusted
financial information which is required to be included in the Registration
Statements, the General Disclosure Package, or the Prospectus or a document
incorporated by reference therein in accordance with the Securities Act and the
rules and regulations of the Commission thereunder which has not been included
or incorporated as so required.

1.34. Relationships.
No relationship, direct or indirect, exists between or among the Company
or any of its subsidiaries, on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any of its subsidiaries,
on the other hand, which is required to be described in the General Disclosure
Package or the Prospectus which is not so described.

1.35. Books and Records.
The minute books of the Company have been made available to the
Underwriters and counsel for the Underwriters, and such books (i) contain a
complete summary in all material respects of all meetings and actions of the
board of directors (including each board committee) and stockholders of the
Company since January 1, 2003 through the latest date reflected in such books
and (ii) accurately in all material respects reflect all transactions referred
to in such minutes. Draft minutes of the
Company have been made available to the Underwriters and counsel for the
Underwriters and such drafts (i) contain a complete summary in all material
respects of all meetings and actions of the board of directors (including each
board committee) and stockholders of the Company held since the latest date
referred to in clause (i) of the preceding sentence through the date of the
latest meeting and action and (ii) accurately in all material respects reflect
all transactions referred to in such draft minutes.

1.36. Sarbanes-Oxley Act Compliance. The Company is in compliance with all
currently effective provisions of the Sarbanes-Oxley Act that are applicable to
the Company.

1.37. ERISA. No “prohibited
transaction” (as defined in Section 406 of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published
interpretations thereunder (“ERISA”),
or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)) or “accumulated funding deficiency”
(as defined in Section 302 of ERISA) or any of the events set forth in Section
4043(b) of ERISA (other than events with respect to which the 30-day notice
requirement under Section 4043 of ERISA has been waived) has occurred with
respect to any employee benefit plan which could have, individually or in the
aggregate, a material adverse effect on the Company and its subsidiaries, taken
as a whole. Each employee benefit plan
of the Company and its subsidiaries is in compliance in all material respects with
applicable law, including ERISA and the Code.
The Company has not incurred and does not expect to incur liability
under Title IV of ERISA with respect to the termination of, or withdrawal from,
any “pension plan.” Each “pension plan”
(as defined in ERISA) for which the Company would have any liability that is
intended to be qualified under Section 401(a) of the Code is so qualified in
all material

9

respects
and nothing has occurred, whether by action or by failure to act, which could
cause the loss of such qualification.

1.38. No Price Stabilization or Manipulation. Neither the Company nor any of its
subsidiaries has taken, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Shares.

1.39. Statistical Data.
Nothing has come to the attention of the Company that has caused the
Company to believe that the statistical and market-related data included in the
Registration Statements, the General Disclosure Package and the Prospectus is
not based on or derived from sources that are reliable and accurate in all
material respects.

1.40. No Unlawful Payments.
Neither the Company, its subsidiaries, nor any other person associated
with or acting on behalf of the Company or its subsidiaries, has, directly or
indirectly, (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii)
made any unlawful payment to foreign or domestic government officials or
employees or to foreign or domestic political parties or campaigns from
corporate funds; (iii) violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended; or (iv) made any other unlawful payment.

1.41. Tax Returns.
The Company and its subsidiaries have timely filed all material federal,
state, local and foreign income and franchise tax returns required to be filed
and are not in default in the payment of any taxes which were payable pursuant
to said returns or any assessments with respect thereto, other than any which
the Company or its subsidiaries are contesting in good faith.

1.42. Stock Exchange Notification. The Company has submitted a notification of
the listing of the Shares to The Nasdaq Stock Market LLC.

1.43. No Broker’s Fees. Except as provided herein, there are no
contracts, agreements or understandings between the Company and any person that
would give rise to a valid claim against the Company or any Underwriter for a
brokerage commission, finder’s fee or other like payment in connection with the
issuance and sale of the Shares.

2.Purchase and Sale
Agreements.

2.1. Firm Shares.
The Company hereby agrees to issue and sell to the several Underwriters,
and each Underwriter, upon the basis of the representations and warranties
herein contained, but subject to the conditions hereinafter stated, agrees,
severally and not jointly, to purchase from the Company at $14.175 a share (the
“Purchase Price”) the respective number
of Firm Shares set forth opposite its name on Schedule A hereto.

2.2. Additional Shares.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to sell
to the Underwriters the Additional Shares, and the Underwriters shall have a
one-time right to purchase, severally and not jointly, up to 825,000
Additional Shares at the Purchase Price.
If you, on behalf of the Underwriters, elect to exercise such option,
you shall so notify the Company in writing not later than thirty (30) days
after the date of this Agreement, which notice shall specify the number of
Additional Shares to be purchased by the Underwriters and the date on which
such shares are to be purchased. Such
date may be the same as the Closing Date (as defined below) but not earlier
than the Closing Date nor later than ten (10) business days after the date of
such notice. Additional Shares may be
purchased as provided in Section 3 hereof solely for the purpose of

10

covering
over-allotments made in connection with the offering of the Firm
Shares. If any Additional Shares are to
be purchased, each Underwriter agrees, severally and not jointly, to purchase
the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the
total number of Additional Shares to be purchased as the number of Firm Shares
set forth in Schedule A hereto opposite the name of such
Underwriter bears to the total number of Firm Shares.

2.3. Market Standoff Provision. The Company hereby agrees that, without the
prior written consent of Thomas Weisel Partners and UBS Securities LLC, it will
not, during the period ending 90 days after the public offering date set forth
on the Prospectus (the “Restricted Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to
(A) the Shares to be sold hereunder, (B) the issuance by the Company
of shares of Common Stock upon the exercise of options or warrants or the
conversion of a security, in each case, outstanding on the date hereof and
which is described in the Pricing Prospectus or (C) the issuance of shares of Common Stock, options to acquire Common
Stock or other equity awards under the Company’s stock option or employee stock
purchase plans, each as in effect on the date hereof. Notwithstanding the foregoing, if (1) during
the last eighteen (18) days of the Restricted Period the Company issues an
earnings release or (2) prior to the expiration of the Restricted Period the
Company announces that it will release earnings results during the 15-day
period beginning on the last day of the Restricted Period, the restrictions
imposed by this Section 2.3 shall continue to apply until the expiration of the
19-day period beginning on the issuance of the earnings release, unless
Thomas Weisel Partners waives, in writing, such extension. The Company will provide the Representatives
and each stockholder, officer and director subject to a “lock-up” agreement, as
contemplated by Section 5.11 hereof, with prior notice reasonably in advance of
any such announcement that gives rise to any such extension of the Restricted Period.

2.4.Terms of Public Offering. The Company is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statements and this Agreement have
become effective as in your judgment is advisable. The Company is further advised by you that
the Shares are to be offered to the public initially at $15.00 a share (the “Public Offering Price”) and to certain dealers selected by
you at a price that represents a concession not in excess of $0.495 a share
under the Public Offering Price, and that any Underwriter may allow, and such
dealers may reallow, a concession, not in excess of $0.10 a share, to any
Underwriter or to certain other dealers.

3.Payment and Delivery.

3.1. Firm Shares.
Payment for the Firm Shares to be sold by the Company shall be made to
the Company in immediately available funds against delivery of such Firm Shares
for the respective accounts of the several Underwriters at 10:00 a.m., New York
City time, on May 29, 2007, or at such other time on the same or such other
date, not later than June 5, 2007, as shall be designated in writing by
you. The time and date of such payment
are hereinafter referred to as the “Closing Date”.

3.2. Additional Shares.
Payment for any Additional Shares shall be made to the Company in
immediately available funds in New York City against delivery of such
Additional Shares for the respective accounts of the several Underwriters at
10:00 a.m., New York City time, on the date specified in the notice
described in Section 2.2 or at such other time on the same or on such
other date, in any event not

11

later
than July 6, 2007, as shall be designated in writing by you. The time and date of such payment are
hereinafter referred to as the “Option Closing Date”.

3.3. Delivery of Shares.
The Firm Shares and, if applicable, Additional Shares to be purchased by
each Underwriter hereunder will be represented by one or more definitive global
Shares in book-entry form which will be deposited by or on behalf of the
Company with the Depository Trust Company (“DTC”) or its designated
custodian. The Company will deliver the
Firm Shares on the Closing Date and, if applicable, the Additional Shares on
the Option Closing Date, to Thomas Weisel Partners, for the account of each
Underwriter, with any transfer taxes payable in connection with the transfer of
the Shares to the Underwriters duly paid by the Company, against payment of the
Purchase Price therefor, by causing DTC to credit the Firm Shares and, if
applicable, Additional Shares to the account of Thomas Weisel Partners at DTC.

4.Covenants of the
Company. In further consideration of
the agreements of the Underwriters herein contained, the Company covenants with
each Underwriter as follows:

4.1. Furnish Copies of Offer Related Documents. To furnish to you, without charge, one signed
copy of the Registration Statements (including all exhibits thereto and
documents incorporated by reference therein) and all amendments thereto
(including all exhibits thereto and documents incorporated by reference
therein) and such number of the following documents as you may reasonably
request: (i) conformed copies of the
Registration Statements as originally filed with the Commission (in each case
excluding exhibits), (ii) the Preliminary Prospectus, (iii) any Issuer Free
Writing Prospectus, (iv) the Prospectus (the delivery of the documents referred
to in the preceding clauses (i), (ii), (iii) and (iv) to be made not later than
10:00 A.M., New York time, on the business day following the execution and
delivery of this Agreement), (v) conformed copies of any amendment to the
Registration Statements (excluding exhibits), (vi) any amendment or supplement
to the General Disclosure Package or the Prospectus (the delivery of the
documents referred to in the foregoing clauses (v) and (vi) to be made not
later than 10:00 A.M., New York City time, on the business day following the
date of such amendment or supplement) and (vii) any document incorporated by
reference in the General Disclosure Package or the Prospectus (excluding
exhibits thereto) (the delivery of the documents referred to in the foregoing
clause (vii) to be made not later than 10:00 A.M., New York City time, on the
business day following the date of such document). At the Representatives’ request, the Company
shall also promptly provide electronic copies of the foregoing documents.

4.2. Rule 462(b) Registration Statement; Prospectus;
Notification of Amendments or Supplements and Certain Other Matters; Stop Orders
and Suspensions. The Company shall
prepare the Rule 462(b) Registration Statement, if necessary, in a form
approved by the Representatives and file such Rule 462(b) Registration
Statement with the Commission on the date hereof. The Company shall prepare the Prospectus in a
form approved by the Representatives containing information previously omitted
at the time of effectiveness of the Registration Statements in reliance on
Rules 430A and 430B under the Securities Act and shall file such Prospectus pursuant
to Rule 424(b) under the Securities Act not later than the second business day
following the execution and delivery of this Agreement or, if applicable, such
earlier time as may be required by Rule 430A under the Securities Act. The Company shall file promptly all material
required to be filed by the Company with the Commission pursuant to Rule 433(d)
under the Securities Act. Before
amending or supplementing the Registration Statements, the Prospectus or the General
Disclosure Package, to furnish to you a copy of each such proposed amendment or
supplement and not to file, use or distribute any such proposed amendment or
supplement to which you reasonably object, and to file with the Commission
within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such rule. In addition, during the Delivery Period (as
defined in Section 4.3

12

hereof),
the Company will promptly advise the Representatives (i) of any communications
(written or oral) with the Commission with regard to the Prospectus, the
Registration Statements, any Issuer Free Writing Prospectus, the General
Disclosure Package, any amendments or supplements of the Prospectus, the
Registration Statements, any Issuer Free Writing Prospectus, or the General
Disclosure Package, or any other matters in connection with the offering of the
Shares; (ii) of any filings made by the Company with the Commission in
connection with the offering of the Shares, (iii) when any amendment to the Registration
Statements relating to the Shares shall have become effective, (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statements or the institution or threatening of any proceeding
for that purpose and (v) of the receipt by the Company of any notification with
respect to the suspension of the approval of the Shares for listing on the
Nasdaq Global Market or qualification of the Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company shall advise the
Representatives, promptly after it receives notice thereof, of the issuance by
the Commission of any stop order or of any order preventing or suspending the
use of the Preliminary Prospectus, any Issuer Free Writing Prospectus or the
Prospectus, of the suspension of the qualification of the Shares for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statements, the General Disclosure Package or
the Prospectus or for additional information.
The Company will use its reasonable best efforts to prevent the issuance
or invocation of any such stop order, prevention or suspension and, if any such
stop order, prevention or suspension is so issued or invoked, to obtain as soon
as possible the withdrawal or removal thereof.

4.3. Filings of Amendments or Supplements. If, during such period after the first date
of the public offering of the Shares, a prospectus relating to the Shares is
required to be delivered (or, in lieu thereof, the notice referred to in Rule
173(a) under the Securities Act) in connection with sales by an Underwriter or
dealer (the “Delivery Period”), any event shall
occur or condition exist as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered (or, in lieu thereof, the
notice referred to in Rule 173(a) under the Securities Act) to a purchaser, not
misleading, or if, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers (whose
names and addresses you will furnish to the Company) to which Shares may have
been sold by you on behalf of the Underwriters and to any other dealers upon
request, either amendments or supplements to the Prospectus, in form and
substance reasonably satisfactory to the Representatives so that the statements
in the Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered (or, in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will comply
with law.

4.4. Free Writing Prospectuses. The Company represents and agrees that,
without the prior written consent of Thomas Weisel Partners, it has not made
and will not make, other than the General Use Free Writing Prospectuses, any
offer relating to the Shares that would constitute a “free writing prospectus”
as defined in Rule 405 under the Securities Act (each, a “Permitted
Free Writing Prospectus”).
The Company represents that it has treated and agrees that it will treat
each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus,
comply with the requirements of Rules 164 and 433 under the Securities Act
applicable to any Issuer Free Writing Prospectus, including the requirements
relating to timely filing with the Commission, legending and record keeping and
will not take any action that would result in an Underwriter or the Company
being required to file with the Commission pursuant to Rule 433(d) under the
Securities Act a free writing prospectus prepared by or on behalf of such
Underwriter that such Underwriter otherwise would not have been required to
file thereunder. The Company consents to
the use by

13

any
Underwriter of a free writing prospectus that (i) is not an “issuer free
writing prospectus” as defined in Rule 433 and (ii) contains only information
that described the final terms of the Shares or their offering.

4.5. General Disclosure Package. If the General Disclosure Package is being
used to solicit offers to buy the Shares at a time when the Prospectus is not
yet available to prospective purchasers and any event shall occur as a result
of which, in the judgment of the Company or in the reasonable opinion of the
Underwriters, it becomes necessary to amend or supplement the General
Disclosure Package in order to make the statements therein, in the light of the
circumstances then prevailing, not misleading, or to make the statements
therein not conflict with the information contained or incorporated by
reference in the Registration Statements then on file and not superseded or
modified, or if it is necessary at any time to amend or supplement the General
Disclosure Package to comply with any law, the Company promptly will either (i)
prepare, file with the Commission (if required) and furnish to the Underwriters
and any dealers an appropriate amendment or supplement to the General
Disclosure Package or (ii) prepare and file with the Commission an appropriate
filing under the Exchange Act which shall be incorporated by reference in the
General Disclosure Package so that the General Disclosure Package as so amended
or supplemented will not, in the light of the circumstances then prevailing, be
misleading or conflict with the Registration Statements then on file, or so
that the Disclosure Package will comply with law.

4.6. Issuer Free Writing Prospectus. If at any time following issuance of an
Issuer Free Writing Prospectus and thereafter until the expiration of the
Delivery Period there occurred or occurs an event or development as a result of
which such Issuer Free Writing Prospectus conflicted or will conflict with the
information contained in the Registration Statements, Pricing Prospectus or
Prospectus, including any document incorporated by reference therein, or would
include an untrue statement of a material fact or omitted or would omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances prevailing at the subsequent time, not misleading,
the Company will promptly notify the Representatives so that any use of the
Issuer Free Writing Prospectus may cease until it is amended or supplemented
and will promptly amend or supplement, at its own expense, such Issuer Free
Writing Prospectus to eliminate or correct such conflict, untrue statement or
omission.

4.7. Blue Sky Laws.
The Company endeavors to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request; provided, however, that the Company will not be required to qualify as
a foreign corporation or to file a general consent to service of process in any
such jurisdiction where it is not now so qualified or required to file such
consent.

4.8. Earnings Statement. The
Company shall make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen (18) months after the
effective date of the Registration Statements (as defined in Rule 158(c) under
the Securities Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act
and the rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158).

4.9. Use of Proceeds.
The Company shall apply the net proceeds from the sale of the Shares
sold by it in the manner described under the caption “Use of Proceeds” in the
General Disclosure Package and the Prospectus.

4.10. Registrar and Transfer Agent. The Company shall engage and maintain, at its
expense, a registrar and transfer agent for the Common Stock.

14

4.11. Periodic Reporting Obligations. During the Delivery Period, the Company shall
file, on a timely basis, with the Commission and the Nasdaq Global Market all
reports and documents required to be filed under the Exchange Act.

4.12. Exchange Act Compliance. During the Delivery Period, the Company will
file, on a timely basis, all documents required to be filed with the Commission
pursuant to Sections 13, 14 or 15 of the Exchange Act in the manner and within
the time periods required by the Exchange Act.

5.Conditions to the
Underwriters’ Obligations. The obligation of the Company to issue and
sell the Shares to the Underwriters on the Closing Date and, if applicable, the
Option Closing Date is subject to the conditions contained in Sections 5.1, 5.4
and 5.5. The several obligations of the
Underwriters to purchase and pay for the Shares on the Closing Date and, if
applicable, the Option Closing Date are subject to the accuracy, when made and
on the Closing Date and the Option Closing Date, as applicable, (as if made on
each such date, as applicable) of the representations and warranties of the
Company contained herein, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the performance by
the Company of its obligations hereunder, and to each of the following
conditions:

5.2. Rule 462(b) Registration Statement. If the Company elects to rely upon Rule
462(b) under the Securities Act, the Company shall file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) by
10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the
Company shall at the time of filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give irrevocable instructions for
the payment of such fee pursuant to Rule 111(b) under the Securities Act.

5.3. Prospectus and Rule 433(d) Material Filed with Commission. The Company shall have filed the Prospectus
with the Commission pursuant to Rule 424(b) under the Securities Act at or
before 5:30 p.m. (New York City time) on the second business day after the date
of this Agreement (or such earlier time as may be required under the Securities
Act or the rules and regulations of the Commission thereunder). All material required to be filed by the
Company pursuant to Rule 433(d) under the Securities Act shall have been filed
with the Commission within the applicable time period prescribed for such
filing by such Rule 433.

5.4. No Stop Order.
No stop order suspending the effectiveness of any Registration Statement
or any part thereof, preventing or suspending the use of the Preliminary
Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part
thereof shall have been issued and no proceedings for that purpose or pursuant
to Section 8A under the Securities Act shall have been initiated or threatened
by the Commission, and all requests for additional information on the part of
the Commission shall have been complied with to the Representatives’ reasonable
satisfaction.

5.5. No NASD Objection.
The NASD shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.

5.6. No Material Adverse Change. There shall not have occurred any change, or
any development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the

15

Pricing
Prospectus or the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment, impracticable to
market the Shares on the terms and in the manner contemplated in the General
Disclosure Package and the Prospectus.

5.7. Officer’s Certificate. The Underwriters shall have received on the
Closing Date and the Option Closing Date, as applicable, a certificate, dated
the Closing Date, and signed by the President and Chief Executive Officer of
the Company, to the effect set forth in Sections 5.4 and 5.6 and to the
effect that the representations and warranties of the Company contained in this
Agreement are true and correct as of the Closing Date and the Option Closing
Date, as applicable, (as if made on each such date, as applicable) and that the
Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the
Closing Date and the Option Closing Date, as applicable.

5.8. Opinion of Company Counsel. The Underwriters shall have received on the
Closing Date and the Option Closing Date, as applicable, an opinion of Goodwin
Procter LLP, counsel for the
Company, dated the Closing Date and the Option Closing Date, as applicable, the
form of which is attached hereto as Exhibit A. The opinion shall be rendered to the
Underwriters at the request of the Company and shall so state therein.

5.9. Opinion of Underwriters Counsel. The Underwriters shall have received on the
Closing Date and the Option Closing Date, as applicable, an opinion of Skadden,
Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, dated the
Closing Date and the Option Closing Date, as applicable, in form and substance
reasonably satisfactory to the Underwriters.

5.10. Accountant’s Comfort Letter. The Underwriters shall have received, on each
of the date hereof and the Closing Date and the Option Closing Date, as
applicable, a letter dated the date hereof or the Closing Date and the Option
Closing Date, as applicable, as the case may be, in form and substance
satisfactory to the Underwriters, from Ernst & Young LLP, independent public
accountants, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the
financial statements and certain financial information contained in (or
incorporated by reference in) the Registration Statements, the General
Disclosure Package and the Prospectus; provided that the letter delivered on
the Closing Date and the Option Closing Date, as applicable, shall use a “cut-off
date” not earlier than the date hereof.

5.11. Lock-Up Agreements.
The “lock-up” agreements, each substantially in the form of Exhibit B
hereto, between you and each of the certain stockholders, officers and
directors of the Company listed on Schedule D hereto, shall have been
executed and delivered to you on or before the date hereof and shall be in full
force and effect on the Closing Date.

5.12. No Trading Suspension, etc. There shall not have occurred any of the
following: (i) after the execution and
delivery of this Agreement and prior to the delivery of and payment for the
Firm Shares or Additional Shares, as applicable (a) trading generally shall
have been suspended or materially limited on or by, as the case may be, any of
the Nasdaq Global Market, New York Stock Exchange, the American Stock Exchange,
the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the
Chicago Board of Trade, (b) trading of any securities of the Company shall have
been suspended on any exchange or in any over the counter market, (c) a general
moratorium on commercial banking activities in New York, Delaware or California
shall have been declared by either federal or New York, Delaware or California
state authorities, (d) there shall have occurred any outbreak or escalation of
hostilities or any change in financial markets or any calamity or crisis that,
in your judgment, is material and adverse or

16

(e)
there shall be any failure or refusal on the part of the Company to comply with
the terms or to fulfill any of the conditions of this Agreement or the Company
shall for any reason be unable to perform its obligations under this Agreement
and (ii) in the case of any of the events specified in foregoing clauses (i)(a)
through (i)(e), such event, individually or together with any other such event,
makes it, in your judgment, impracticable to market the Shares on the terms and
in the manner contemplated in the General Disclosure Package and the
Prospectus.

5.13. Legal Matters.
All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Shares, the
Registration Statements, the General Disclosure Package and the Prospectus, and
all other legal matters relating to this Agreement and the transactions
contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Underwriters, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to
enable them to pass upon such matters.

5.14. Additional Documents.
On the Closing Date and, if applicable, the Option Closing Date, the
Representatives and counsel for the Underwriters shall have received such
information, documents and opinions as they may reasonably require for the
purposes of enabling them to pass upon the issuance and sale of the Shares as
contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or
agreements, herein contained.

6.Expenses. Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated, the Company
agrees to pay or cause to be paid all expenses incident to the performance of
its obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company’s counsel, the Company’s accountants
in connection with the registration and delivery of the Shares under the
Securities Act and all other fees or expenses in connection with the
preparation and filing of the Registration Statements, the Preliminary
Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package,
the Prospectus and amendments, supplements and exhibits to, or any document
incorporated by reference into, any of the foregoing, including all printing
costs associated therewith, and the mailing and delivering of copies thereof to
the Underwriters and dealers, in the quantities hereinabove specified;
(ii) all costs and expenses related to the transfer and delivery of the
Shares to the Underwriters, including any transfer or other taxes payable
thereon; (iii) the cost of printing or producing any Blue Sky or legal
investment memorandum in connection with the offer and sale of the Shares under
state securities laws and all expenses in connection with the qualification of
the Shares for offer and sale under state securities laws as contemplated by
Section 4.7 hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky or legal investment
memorandum; (iv) all filing fees incurred in connection with the review
and qualification of the offering of the Shares by the NASD; (v) all costs
and expenses incident to listing the Shares on theNasdaq
Global Market; (vi) the cost of printing certificates representing the
Shares; (vii) the costs and charges of any transfer agent, registrar or
depositary; (viii) the costs and expenses of (A) any work done in advance on
preparing the investor presentation on a “road show” undertaken in connection
with the marketing of the offering of the Shares, including expenses associated
with the production of road show slides and graphics and fees and expenses of
any consultants engaged in connection with the road show presentations, including
consultants engaged by the Underwriters with the prior approval of the Company,
(B) the lodging costs and expenses of the Company’s representatives and (C) the
travel costs and expenses of the Company’s representatives; (ix) all
expenses in connection with any offer and sale of the Shares outside of the
United States including filing fees in connection with offers and sales outside
of the United States; and (x) all other costs and expenses incident to the
performance of the obligations of the Company hereunder for which provision is
not otherwise made in this Section.
Notwithstanding the foregoing, the Underwriters shall be responsible for
(A) the lodging costs and expenses of their representatives, (B) the travel
costs and

17

expenses
of their representatives, (C) the automobile costs and expenses of the
representatives and officers of the Company, in each case in connection with
the marketing of the offering of the Shares on the road show and (D) all other
incidental expenses incurred in connection with the marketing of the offering
of the Shares on the road show and not previously addressed above, including
group lunches. In addition,
notwithstanding anything in this Section 6 to the contrary, all costs and expenses
associated with chartering any aircraft in connection with the marketing of the
offering of the Shares on the road show shall be borne 50% by the Company and
50% by the Underwriters. It is
understood, however, that except as provided in this Section, Section 7
entitled “Indemnity, Contribution and Survival”, and the last paragraph of
Section 10 below, the Underwriters will pay all of their costs and
expenses, including fees and disbursements of their counsel and any advertising
expenses connected with any offers they may make.

7.Indemnity,
Contribution and Survival.

7.1. Indemnification of the Underwriters. The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) (i) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Preliminary Prospectus, any Issuer Free
Writing Prospectus, any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, any Registration Statement or
the Prospectus, or in any amendment or supplement thereto or document
incorporated by reference therein, or (ii) caused by any omission or alleged
omission to state therein a material fact (A) in the case of a Registration
Statement or in any amendment or supplement thereto or document incorporated by
reference therein, required to be stated therein or necessary to make the
statements therein not misleading or (B), in the case of the Preliminary
Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed
or required to be filed pursuant to Rule 433(d) under the Securities Act or the
Prospectus, or in any amendment or supplement thereto or document incorporated
by reference therein, necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished to the Company in writing by an Underwriter through you
expressly for use therein, which information the parties hereto agree is
limited to the information listed in Section 21 hereof.

7.2. Indemnification by the Underwriters. Each Underwriter agrees, severally and not
jointly, to indemnify and hold harmless the Company, the directors of the
Company, the officers of the Company who sign the Registration Statements and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (i)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Preliminary Prospectus, any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d)
under the Securities Act, any Registration Statement or the Prospectus, or in
any amendment or supplement thereto or document incorporated by reference
therein, or (ii) caused by any omission or alleged omission to state therein a
material fact (A) in the case of a Registration Statement or in any amendment
or supplement thereto or document incorporated by reference therein, required
to be stated therein or necessary to make the statements therein not misleading
or (B), in the case of the Preliminary Prospectus, any Issuer Free Writing
Prospectus, any “issuer information” filed or required to be filed pursuant to
Rule 433(d) under the Securities Act or the Prospectus, or in any amendment or
supplement thereto or document incorporated by reference therein, necessary to
make the statements therein, in light of the circumstances under which they
were made,

18

not
misleading, but only with reference to information relating to such Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein, which information the parties hereto agree is limited to the
information listed in Section 21 hereof.

7.3. Indemnification Procedures. In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to this Section 7, such person
(the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,
upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any indemnified
party in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (i) the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Underwriters and all
persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
and (ii) the fees and expenses of more than one separate firm (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration Statements and each person, if any, who controls the Company
within the meaning of either such Section 15 of the Securities Act or
Section 20 of the Exchange Act. In
the case of any such separate firm for the Underwriters and such control
persons of any Underwriters, such firm shall be designated in writing by Thomas
Weisel Partners. In the case of any such
separate firm for the Company, and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

7.4. Contribution Agreement. To the extent the indemnification provided
for in this Section 7 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand from the offering of the
Shares or (ii) if the allocation provided by clause (i) of this

19

Section
7.4 is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the indemnifying party or parties on the one hand
and of the indemnified party or parties on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Underwriters on the other hand in connection with the
offering of the Shares shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Shares (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover of the Prospectus, bear to the aggregate Public Offering Price of the
Shares. The relative fault of the
Company on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to
contribute pursuant to this Section 7 are several in proportion to the
respective number of Shares they have purchased hereunder, and not joint.

7.5. Contribution Amounts. The Company and the Underwriters agree that
it would not be just or equitable if contribution pursuant to this
Section 7 were determined by prorata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in Section 7.4
hereof. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the
public were offered to the public. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

7.6. Survival of Provisions. The indemnity and contribution provisions
contained in this Section 7 and the covenants, agreements,
representations, warranties and other statements of the Company contained in
this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of any Underwriter or any person controlling any Underwriter,
or any investigation made by or on behalf of the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of
and payment for any of the Shares.

8.Effectiveness. This Agreement shall become effective upon
the execution and delivery hereof by the parties hereto.

9.Termination. This Agreement shall be subject to
termination by notice given by you to the Company, if any of the events,
circumstances or conditions described in Section 5.6 or 5.12 hereof shall have
occurred. This Agreement shall also be
subject to termination in accordance with Section 10 hereof.

10. Defaulting Underwriters. If, on the Closing Date or the Option Closing
Date, as applicable, any one or more of the Underwriters shall fail or refuse
to purchase Shares that it has or they

20

have
agreed to purchase hereunder on such date, and the aggregate number of Shares
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be obligated
severally in the proportions that the number of Firm Shares set forth opposite
their respective names in Schedule A bears to the aggregate number
of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Shares which such defaulting Underwriter or Underwriters agreed but failed or
refused to purchase on such date; provided that in no event shall the number of
Shares that any Underwriter has agreed to purchase pursuant to this Agreement
be increased pursuant to this Section 10 by an amount in excess of one-ninth
of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate
number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you and the Company for the purchase of such Firm
Shares are not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter
or the Company. In any such case either
you or the Company shall have the right to postpone the Closing Date, but in no
event for longer than seven (7) days, in order that the required changes, if
any, in the Registration Statements and in the Prospectus or in any other
documents or arrangements may be effected.
If, on the Option Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Additional Shares and the aggregate number of Additional
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Additional Shares to be purchased, the non-defaulting
Underwriters shall have the option to (i) terminate their obligation
hereunder to purchase Additional Shares or (ii) purchase not less than the
number of Additional Shares that such non-defaulting Underwriters would have
been obligated to purchase in the absence of such default. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement.
The term “Underwriter” as used in this Agreement shall include any
person who may be substituted for a defaulting Underwriter under this Section
with like effect as if such person had originally been a party to this
Agreement with respect to Shares to be purchased by such substitute
Underwriter.

If this Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or refusal on the part of
the Company to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Underwriters
or such Underwriters as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including
the fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.

11.Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

12.Headings; Table of
Contents. The headings of the
Sections of this Agreement and the table of contents have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement.

13. Notices. All
communications hereunder shall be in writing and shall be mailed, hand
delivered, sent by facsimile transmission or telecopied and confirmed to the
parties hereto as follows:

Any party hereto may change the address or other
information for receipt of communications by giving written notice to the
others.

14. Successors.
This Agreement will inure to the benefit of and be binding upon the
parties hereto, including any substitute Underwriters pursuant to Section 10
hereof, and to the benefit of the officers and directors and controlling
persons referred to in Section 7, and in each case their respective successors
and assigns, and no other person will have any right or obligation
hereunder. The term “successors” shall
not include any purchaser of the Shares as such from any of the Underwriters
merely by reason of such purchase.

15. Partial Unenforceability. The invalidity or unenforceability of any
Section, paragraph or provision of this Agreement shall not affect the validity
or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.

22

16. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE.

17. Consent to Jurisdiction. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby may
be instituted in the federal courts of the United States of America located in
the City and County of New York or the courts of the State of New York in each
case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to
the exclusive jurisdiction (except for proceedings instituted in regard to the
enforcement of a judgment of any such court, as to which such jurisdiction is
non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party’s address set forth above shall be effective
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an
inconvenient forum.

18. Entire Agreement.
This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof.

19. Amendments.
This Agreement may only be amended or modified in writing, signed by all
of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to
benefit.

20. Sophisticated Parties. Each of the parties hereto acknowledges that
it is a sophisticated business person who was adequately represented by counsel
during negotiations regarding the provisions hereof, including, without
limitation, the indemnification and contribution provisions of Section 7, and
is fully informed regarding said provisions.
Each of the parties hereto further acknowledges that the provisions of
Section 7 hereto fairly allocate the risks in light of the ability of the
parties to investigate the Company, its affairs and its business in order to
assure that adequate disclosure has been made in the Registration Statements,
the Preliminary Prospectus, any Issuer Free Writing Prospectus, the General
Disclosure Package and the Prospectus (and any amendments and supplements to
any such documents), as required by the Securities Act and the Exchange Act.

21. Information Furnished by the Underwriters. The statements set forth in (i) the third
paragraph, (ii) the concession and reallowance figures appearing in the fifth
paragraph and (iii) the first, second, third and fourth paragraphs under the
subheading “Short Sales, Stabilizing Transactions and Penalty Bids,” in each
case under the heading “Plan of Distribution” in the prospectus supplement
portion of the Prospectus, constitute the only information furnished by or on
behalf of the Underwriters as such information is referred to in this
Agreement.

[Remainder of page intentionally left
blank]

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If the foregoing
is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in
accordance with its terms.